Bulletin from Attendo's Annual General Meeting
On Thursday, April 11, 2019, Attendo AB (publ) held its Annual General Meeting with Ulf Lundahl as Chairman. Some of the decisions were as follows.
Adoption of balance sheets and income statements
The Annual General Meeting adopted the balance sheets and income statements of the parent company and the Attendo Group for the financial year 2018.
In accordance with the Board of Directors' proposal, the Annual General Meeting resolved that a dividend of SEK 0.60 per share shall be paid to the shareholders. The record date was set to Monday, April 15, 2019 and the dividend is expected to be paid by Euroclear Sweden AB on Thursday, April 18, 2019.
Board of Directors
The Board Members and the CEO were discharged from liability for the financial year 2018. The Annual General Meeting resolved that the number of Board Members shall be six and re-elected the Board Members Ulf Lundahl, Catarina Fagerholm, Tobias Lönnevall, Anssi Soila, Anitra Steen and Alf Göransson. Ulf Lundahl was elected as Chairman of the Board of Directors.
Fees to the Board of Directors
The Annual General Meeting resolved that a total amount of SEK 2,750,000 shall be paid to the Board of Directors, whereof SEK 1,000,000 to the Chairman of the Board of Directors and SEK 350,000 to each of the other Board Members not employed by the company, and that the following fees shall be paid to members of the Board committees: SEK 200,000 to the Chairman of the Audit Committee and SEK 85,000 to each of the other members of the Audit Committee; SEK 100,000 to the Chairman of the Compensation Committee and SEK 50,000 to each of the other members of the Compensation Committee; and SEK 150,000 to the Chairman of the Investment Committee and SEK 75,000 to each of the other members of the Investment Committee.
The Annual General Meeting resolved that the registered auditing firm PricewaterhouseCoopers AB shall be re-elected as the company's auditor for the period until the end of the Annual General Meeting 2020.
Guidelines for salaries and other remuneration
The Annual General Meeting approved the Board of Directors' proposal regarding guidelines for salaries and other remuneration for the CEO and other members of the company's Executive Management in accordance with the proposal presented in the notice of the Annual General Meeting.
Authority for the Board of Directors to issue new shares
The Annual General Meeting resolved, in accordance with the Board of Directors' proposal, to grant the Board of Directors the authority, on one or more occasions for the period until the end of the next Annual General Meeting, to issue new shares, either applying or disapplying shareholders' pre-emption rights. The number of shares issued by virtue of the authority may not exceed an increase of ten (10) percent of the share capital based on the total share capital of the company on the date of the Annual General Meeting 2019.
Adoption of long-term incentive program, Attendo+ 2019
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to adopt a long-term incentive program (Attendo+ 2019) directed to a members of the executive management. The incentive program is a share savings plan, which requires the participant to acquire and hold Attendo shares during a certain vesting period. For each acquired savings share the participant is entitled to, after the vesting period and depending on fulfillment of certain performance requirements, allotment of additional Attendo shares free of charge.
To facilitate transfer of the company’s own shares in accordance with Attendo+ 2019, the Annual General Meeting resolved to grant the Board of Directors the authority to acquire own shares through Nasdaq Stockholm and resolved on transfer of own shares to participants in the program. On the basis of maximum participation and maximum fulfillment of the performance requirements, plus current social contribution costs a total number of 430,000 Attendo shares could be transferred in accordance with Attendo+ 2019.
Authority for the Board of Directors to acquire and transfer the company’s own shares
The Annual General Meeting resolved to grant the Board of Directors the authority to, on one or more occasions for the period until the end of the Annual General Meeting 2019, resolve upon acquisition and transfer of the company’s own shares, on or outside Nasdaq Stockholm or through an offer made to all of Attendo’s shareholders. The purpose of the authority is to give the Board of Directors wider freedom of action and the possibility to continuously work with the company’s capital structure and thereby contribute to increased shareholder value and capture attractive business opportunities through, in whole or partially, financing company acquisitions with own shares, and to secure social security contributions under Attendo+ 2018, Attendo+ 2017 and Attendo+ 2016 (SSP 2015).
The company may acquire maximum so many shares that the company’s holding of own shares, including shares that have been acquired and are held, at any given time amounts to a maximum of ten (10) percent of all the shares in the company. In accordance with this authorization, the company may transfer all own shares held at the time of the Board of Directors’ resolution, subject to own shares held for transfer under Attendo+ 2019, Attendo+ 2018, Attendo+ 2017 or Attendo+ 2016 (SSP 2015).
The Annual General Meeting resolved, in accordance with the proposal presented by shareholders, to elect Tomas Billing (Nordstjernan), Anssi Soila (Pertti Karjalainen), Adam Gerge (Didner & Gerge Fonder) and Marianne Nilsson (Swedbank Robur Fonder) with Tomas Billing as Committee Chairman, as Nomination Committee until the Annual General Meeting 2020.
Constitutional board meeting following the Annual General Meeting
At the constitutional board meeting following the Annual General Meeting, the following Board Members were elected as members of the company's committees: Audit Committee: Catarina Fagerholm (Chairman), Tobias Lönnevall and Alf Göransson; Compensation Committee: Tobias Lönnevall (Chairman), Ulf Lundahl and Alf Göransson; and Investment Committee: Tobias Lönnevall (Chairman), Ulf Lundahl, and Anssi Soila.
The Board of Directors
Attendo AB (publ)
For further information, please contact:
Andreas Koch, Communications and IR-Director Attendo
Phone: +46 705 09 77 61
This is information that Attendo AB (publ) is obliged to make public pursuant in accordance with the Securities Market Act. The information was submitted for publication, through the agency of the contact person set out above at 19.00 CET on 11 April 2019.
Attendo - the leading care and healthcare company in the Nordics
Attendo is the leading private provider of publicly financed care and healthcare services in the Nordic region. The company was founded in 1985 and was first to provide outsourced care for older people in Sweden. In addition to care for older people, Attendo provides care for people with disabilities, individuals and families. Attendo has approximately 24,000 employees and is locally anchored with over 700 operations in more than 200 municipalities in Sweden, Finland, Norway and Denmark. www.attendo.com